2012 Registration document and annual financial report - BNP Paribas

CORPORATE GOVERNANCEReport of the Chairman of the Board of Directors on the manner of preparation and organisationof the work of the Board and on the internal control procedures implemented by the c ompany2■ The C ommittee was informed of the variable compensation for 2011agreed by the Chief Executive for members of the Executive Committeewho are not corporate officers, and the proposed stock option andperformance share awards for each of them.■ It examined and submitted to the Board the characteristics of theshare-based incentive plan for 2012 and the proposed regulationsand list of beneficiaries. It presented for the Board’s approval theperformance conditions underpinning performance share awards asof 2012 and the planned guidelines for the 2013 programme.■ The C ommittee completed its benchmarking work on Directors’ fees.It proposed that the Board revise the fixed component of Directors’fees in order to continue with the process of alignment with marketpractices initiated in 2010.■ It examined the proposal of the Corporate Governance Committeein relation to Jean-Laurent Bonnafé’s regulated agreement, whichfollowed his waiver of his contract of employment.2APPENDICESReport of the Chairman - Point 1.aTerms of reference of the Board of Directors and of the specialisedcommitteesBoard of Directors“The Board of Directors is a collegial body that collectively representsall shareholders and acts in all circumstances in the corporateinterests of the Company.It is tasked with monitoring its own composition and effectivenessin advancing this interest and carrying out its duties.For this purpose:Based on proposal submitted by the Chief Executive Officer (CEO),it draws up the BNP Paribas business strategy and orientations andmonitors its implementation.It shall handle any issue concerning the smooth running ofBNP Paribas and settle matters concerning the Company pursuantto its deliberations.It may decide to either combine or dissociate the functions ofChairman and Chief Executive Officer.It appoints Corporate Officers for three-year terms.It may decide to limit the powers of the Chief Executive Officer.It approves the draft of the Chairman’s report attached to themanagement report of the Board of Directors.The Board of Directors or one or more of its Directors or an existingSpecialised Committee or an ad hoc committee may:■ evaluate and perform any or all controls that it considersnecessary pursuant to the legislation in force;■ supervise the management of the business and the fairness ofits accounts;■ review and approve the financial statements; and■ ensure that the financial information disclosed to the shareholdersand the markets is of high quality.The Chairman – or the Chief Executive Officer in case of dissociationof the functions – submits for review by the Board of Directors, atleast once a year, drafts of the budget, of the management reportand of the various reports required under applicable laws andregulations.He is required to submit to the Board of Directors for prior approvalall investment or disinvestment decisions (other than portfoliotransactions) in an amount in excess of EUR 250 million, and anyproposal to acquire or dispose of shareholdings (other than portfoliotransactions) in excess of that threshold. He also regularly informsthe Board of Directors of material transactions which fall belowthis limit.Any material strategic operation which lies outside the approvedbusiness strategy must be submitted to the Board of Directors forprior approval.To the extent that the Board of Directors has delegated the necessarypowers to him for issuing bonds and securities giving immediate orfuture access to the capital of BNP Paribas, the Chairman, or theChief Executive Officer in case of dissociation of those functions,shall report, with the same frequency, on the issuing of said loansor securities.”2012 Registration document and annual financial report - BNP PARIBAS 57